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Member intends that this Agreement constitute the ' limited liability company agreement" of the LLC, within the meaning of that term as defined in the Delaware Limited Liability Company Act, Delaware Code Title 6, Seaton 18-101, et seq. the "Act'); NOW TFIBREFORE, it is agreed and stated as follows: Section 1. gormation: Member The L

EFORE, it is agreed and stated as follows: Section 1. gormation: Member The LLC shall be and is formal upon the execution by Russell lt. Rosier of the Certificate of Formation, substantially in the form, of Exhibit A attached hereto and made a part hereof (the "Certificate of Formation') and the filing of the I;attars of

of this Agreement, the following terms shall have meanings set forth below. "AAA" shall have the meaning provided in Section LQ. "Act' shall mean the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from time to time. "Additional Capital Contribution" shall have the meaning prov

rument convertible into, or exchangeable for, equity interests in the Company or any Investment Vehicle); (iii) any amendment of this Agreement or the Certificate of Formation; (iv) except as provided in Section a any liquidation, dissolution or termination of the Company or causing any voluntary Bankruptcy/Dissolution E

onsideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adiusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance m

e otherwise bound by this Agreement as provided herein. RECITALS A. On September 4, 2014, the Company was formed by the Members by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. B. The Members now desire to enter into this Agreement in order to set forth the respective

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica